The disclosure and our analysis
Evidence dates
Evidence: Cipher Digital investor presentation (Form 8-K Exhibit 99.1) and offering release (Exhibit 99.2), both filed October 13, 2026. The presentation states figures as of September 30, 2026 unless noted, and dates its cost to complete estimate October 6, 2026. Background: Cipher's lease amendment release of September 25, 2026 and its Barber Lake disclosures of September 25, 2025 and November 20, 2025.
What Cipher discloses
**Cost.** A chart in the presentation shows an original Barber Lake budget of $2,157 million and a current estimate at completion of $2,941 million to $2,966 million. Cipher defines estimate at completion as the current estimated all in development cost once the project is completed. The chart shows $359 million of change orders and $375 million to $400 million of additional costs to complete. After $50 million of change orders it labels as reimbursed and $187 million to $200 million of costs it says the tenant will repay as additional rent, the chart puts Cipher's net cost at $2,704 million to $2,716 million. [Source 1]
**Delivery.** The presentation's schedule table lists five data halls. Data Halls 1 and 2 keep Q4 2026 rent commencement. Data Halls 3 and 4 show Q4 2026 originally and Q1 2027 as amended. Data Hall 5 stays at Q1 2027. Cipher says construction remains on track to meet the amended milestones, that no rent credits have been incurred to date, that critical equipment is fully secured and that the tenant is deploying compute throughout the facility. [Source 1]
**Financing.** Cipher announced a proposed private offering of $850 million of 0.00% convertible senior notes due November 1, 2032, with an option for initial purchasers to buy up to $150 million more. Pricing was expected after market close on October 13. Net proceeds are to fund capped call transactions, additional equity investment in Barber Lake, the build out of its high performance computing pipeline, more development sites and general corporate purposes. Cipher also plans to exchange part of its 1.75% convertible notes due 2030 for stock. [Source 2] The presentation describes about $750 million of additional project equity to support the 10 year lease extension and the added cost sharing. [Source 1]
**Lease economics, as Cipher states them.** Cipher says the September amendment raises contracted revenue at Barber Lake from $3.8 billion to over $9 billion, with a 20 year base lease term. It says the tenant will repay 50% of costs above the initial $359 million threshold as additional rent over the lease, including a return on capital, and that rentalizing $187 million of costs adds about $480 million of revenue. [Source 1] [Source 3]
**Portfolio, as of September 30, 2026.** Cipher reports 907 MW of operating and contracted capacity, defined as gross MW for executed HPC leases plus operating bitcoin self mining capacity, and 700 MW of contracted gross HPC capacity. It reports $16.6 billion of contracted revenue and a 17.3 year weighted average lease term. It also lists a 1 GW Texas site called Colchis with conditional base load status in ERCOT's Batch Zero process and a new site called Apollo with target energization in 2028. [Source 1]
Capacity, as previously disclosed
The October filing does not restate Barber Lake's megawatts. Cipher's September 2025 filing described a Fluidstack lease for 168 MW of critical IT load, and its November 2025 release added 39 MW of critical IT load. [Source 4] [Source 5] Those two critical IT figures total 207 MW, our arithmetic. They should not be combined with Cipher's portfolio gross MW figures.
Buyer analysis
This is our analysis.
**Cost growth on a signed AI build is now quantified.** By Cipher's own chart, the estimate at completion is about 36% to 38% above the original budget, our arithmetic. Most of that sits with the developer, not the tenant. Buyers should expect developers to price this experience into new deals through higher rents, tighter change order clauses or larger cost sharing asks.
**The cost sharing clause is worth copying, carefully.** Cipher bears the first $359 million above budget. The tenant then pays half of further overruns through rent, with a return on capital. A tenant negotiating a large build should ask for a fixed first loss on the provider and a clear cap on any pass through.
**Hall level dates matter.** Two halls slipped one quarter while Cipher reports no rent credits incurred. Buyers should tie rent start to acceptance of each hall and write delay credits that begin at a stated date.
**This is committed capacity.** Barber Lake is leased for up to 20 years across two tenants. It is not open inventory for other buyers.
